TechCare Corp. - FORM 8-K - July 25, 2014

Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

Date of report (date of earliest event reported):
July 24, 2014

BREEDIT
CORP.(Exact Name of Registrant
as Specified in its Charter)

Commission File No.: 333-168527

Delaware

98-0663823

(State of Incorporation)

(I.R.S. Employer
Identification No.)

40 Wall Street, 28th Floor, New York, NY

10005

(Address of Registrant's
Office)

(ZIP Code)

Registrant's
Telephone Number, including area code: (212) 400-7198

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):

During the periods set forth below, the Registrant issued and/or sold
restricted shares of its common stock to individuals and entities as
follows:

1. On May 8, 2014, the Company sold a total of 666,667 units
to a private accredited investor for cash consideration of $200,001 at a
price of $0.30 per unit (the "Units") pursuant to a subscription agreement.
The Units are comprised of one share of common stock, one class J warrant
and one class H warrant exercisable during the 3 and 18 month periods from
May 8, 2014, at $0.30 and $0.45, respectively2. On April 12, 2014, the
Company granted 1,000,000 warrants to an entity in connection with a
services agreement. These warrants are exercisable at $0.35 per share and
vest over 8 quarters in equal quarterly amounts commencing on July 1, 2014,
expiring 36 months from each vesting date.

Both transactions
involved the issuance of unregistered securities, without registration under
the Securities Act of 1933, as amended (the "Act") in reliance upon the
exemption provided under Section 4(2) of the Act and Regulation D
promulgated by the United States Securities and Exchange Commission under
the Act.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.

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